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RESTATED
CERTIFICATE OF INCORPORATION
OF
AMEDORE HOMES, INC.
(Under Section 807 of the Business Corporation Law)
We the undersigned, George A. Amedore, Sr. and George A. Amedore, Jr.
being respectively the Chief Executive Officer and the Secretary of Amedore
Homes, Inc., hereby certify:
1. The name under which the Corporation was formed is Amedore &
Sons Builders, Inc.
2. The Certificate of Incorporation of the Corporation was filed by
the Department of State of New York on January 4, 1979 under the
name of Amedore & Sons Builders, Inc., as amended pursuant to a
Certificate of Amendment filed by the Department of State of New
York on May 20, 1999 to show the name of the Corporation as
Amedore Homes, Inc.
3. The text of the certificate of incorporation is hereby restated
as amended and the certificate of incorporation is amended to
effect the following changes authorized by the Business
Corporation Law:
(1) Article 2 of the Certificate of Incorporation as it relates
to the purpose of the Corporation is hereby amended to read as follows "The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized pursuant to the Business Corporation Law of the
State of New York. The Corporation is not to engage in any act or activity
requiring any consents or approvals by law without such consent or approval
first being obtained.
For the accomplishment of the aforesaid purposes, and in
furtherance thereof, the Corporation shall have, and may exercise, all of the
powers conferred by the Business Corporation Law upon corporations formed
thereunder, subject to any limitations contained in Article 2 of said law or in
accordance with the provisions of any other statute of the State of New York."
(2) Article 4 of the Certificate of Incorporation, which provides
that the aggregate number of shares which the corporation shall have authority
to issue is two hundred (200) shares of common stock having no par value per
share, is hereby amended and restated as follows: the 200 presently authorized
common shares with no par value are changed into 20,000,000 shares (100,000 to
1) having a par value of $.001 per share, of which there are presently 40 shares
of common stock issued and outstanding, or 4,000,000 after the 100,000 to 1
stock split, and the Corporation shall have the authority to issue 1,000,000
shares of Preferred Stock with $.001 par value per share.
To effect such amendment, Article (4) of the Certificate of
Incorporation is hereby amended and restated, to read in its entirety as
follows:
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("4") The aggregate number of shares of common stock which the
Corporation shall have authority to issue is Twenty Million (20,000,000) which
shall have a par value of $.001 per share.
The 20,000,000 shares shall be designated "Common Stock".
The aggregate number of preferred shares which the Corporation
shall have authority to issue is One Million (1,000,000) which shall have a par
value of $.001 per share.
The following is a statement of the designations, powers,
preferences and rights, and the qualifications, limitations or restrictions with
respect to the Preferred Stock of the Corporation:
The shares of Preferred Stock may be issued in one or more series, and
each series shall be so designated as to distinguish the shares thereof
from the shares of all other series. Authority is hereby expressly
granted to the Board of Directors of the Corporation to fix, subject to
the provisions herein set forth, before the issuance of any shares of a
particular series, the number, designations, and relative rights,
preferences, and limitations of the shares of such series including (1)
voting rights, if any, which may include the right to vote together as a
single class with the Common Stock and any other series of the Preferred
Stock with the number of votes per share accorded to shares, of such
series being the same as or different from that accorded to such other
shares, (2) the dividend rate per annum, if any, and the terms and
conditions pertaining to dividends and whether such dividends shall be
cumulative, (3) the amount or amounts payable upon such voluntary or
involuntary liquidation, (4) the redemption price or prices, if any, and
the terms and conditions of the redemption, (5) sinking fund provisions,
if any, for the redemption or purchase of such shares, (6) the terms and
conditions on which such shares are convertible, in the event the shares
are to have conversion rights, and (7) any other rights, preferences and
limitations pertaining to such series which may be fixed by the Board of
Directors pursuant to the Business Corporation Law of the State of New
York.
Upon the filing of this Restated Certificate of Incorporation, each
issued and outstanding share of the Corporation's common stock with no par value
shall be converted into 100,000 shares of Common Stock (100,000 to 1) with $.001
par value. As of the date hereof, 40 shares of the Corporation's Common Stock
are issued and outstanding, or 4,000,000 after the 100,000 to 1 stock split.
Upon the filing of this certificate 20,000,000 shares of Common Stock shall be
authorized and 16,000,000 shares unissued and 1,000,000 shares of Preferred
Stock shall be authorized but presently unissued.
(3) Article 5 of the Certificate of Incorporation is hereby
amended to change the address of the Corporation for service of process from RD
#3 Rice Road, Schenectady, New York 12306 to now read 3434 Carman Road,
Schenectady, New York 12303.
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The text of the Certificate of Incorporation as amended is hereby
restated in its entirety to read as follows:
(1) The name of the Corporation is
Amedore Homes, Inc.
(2) The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized pursuant to the
Business Corporation Law of the State of New York. The
Corporation is not to engage in any act or activity requiring any
consents or approvals by law without such consent or approval
first being obtained.
For the accomplishment of the aforesaid purposes, and in
furtherance thereof, the Corporation shall have, and may exercise, all of the
powers conferred by the Business Corporation Law upon corporations formed
thereunder, subject to any limitations contained in Article 2 of said law or in
accordance with the provisions of any other statute of the State of New York.
(3) The principal office of the Corporation is to be located in the
County of Schenectady, State of New York.
(4) The aggregate number of shares of common stock which the
Corporation shall have authority to issue is Twenty Million
(20,000,000) which shall have a par value of $.001 per share. The
20,000,000 shares shall be designated as "Common Stock".
The aggregate number of preferred shares which the Corporation
shall have authority to issue is One Million (1,000,000) which shall have a par
value of $.001 per share, to be issued in series.
The following is a statement of the designations, powers,
preferences and rights, and the qualifications, limitations or restrictions with
respect to the Preferred Stock of the Corporation:
The shares of Preferred Stock may be issued in one or more series, and
each series shall be so designated as to distinguish the shares thereof
from the shares of all other series. Authority is hereby expressly
granted to the Board of Directors of the Corporation to fix, subject to
the provisions herein set forth, before the issuance of any shares of a
particular series, the number, designations, and relative rights,
preferences, and limitations of the shares of such series including (1)
voting rights, if any, which may include the right to vote together as a
single class with the Common Stock and any other series of the Preferred
Stock with the number of votes per share accorded to shares of such
series being the same as or different from that accorded to such other
shares, (2) the dividend rate per annum, if any, and the terms and
conditions pertaining to dividends and whether such dividends shall be
cumulative, (3) the amount or amounts payable upon such voluntary or
involuntary liquidation, (4) the redemption price or prices, if any, and
the terms and conditions of the redemption, (5) sinking fund provisions,
if any, for the redemption or purchase of such shares, (6) the terms and
conditions on which such shares are convertible, in
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the event the shares are to have conversion rights, and (7) any other
rights, preferences and limitations pertaining to such series which may
be fixed by the Board of Directors pursuant to the Business Corporation
Law of the State of New York.
(5) The Secretary of State is designated as the agent of the
Corporation upon whom process against the Corporation may be
served. The street address to which the Secretary of State shall
mail a copy of any process against the Corporation Served upon
him or her is 3434 Carman Road, Schenectady, New York 12303.
(6) The fiscal year shall begin on June 1 and end on May 31 of each
year.
(7) No director of the Corporation shall be personally liable to the
Corporation or its shareholders for damages for any breach of
duty in such capacity, except as otherwise provided by law.
(8) No holder of any class of shares of the Corporation, now or
hereafter authorized, shall as such holder have any preemptive
right to subscribe to, purchase or receive any shares of the
Corporation or any class, now or hereafter authorized, or any
rights or options for any such shares of any rights or options to
subscribe to or purchase any such shares or other securities
convertible into or exchange for or carrying rights or options to
purchase such shares of any class or other securities which may
at any time be issued, sold or offered for sale by the
Corporation or subjected to rights or options to purchase granted
by the Corporation.
(9) The restatement of the Certificate of Incorporation was
authorized by unanimous written consent of the board of directors
of the Corporation followed by authorization by the unanimous
written consent of shareholders in lieu of a meeting.
IN WITNESS WHEREOF, we have signed this certificate on the 18th
day of July 2000 and we affirm the statements contained therein under penalties
of perjury.
/s/ George A. Amedore, Sr.
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George A. Amedore, Sr., CEO
/s/ George A. Amedore, Jr.
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George A. Amedore, Jr., Secretary
